1. Scope

1.1 The provisions outlined herein pertain to the services offered by Qaptur's platform, operated by ATH, a SASU company with registered number 951058908 and VAT number FR15951058908, situated at 6 rue d'Armaillé, 75017 Paris, France, hereinafter referred to as "Qaptur." These provisions apply specifically to the website https://app.qaptur.earth and its possible subdomains, collectively referred to as the "Qaptur Platform."

On the Qaptur Platform, various transactions, including those pertaining to Carbon Credits, may take place between entities identified as "Project Developers" (each individually referred to as a "Project Developer") and businesses expressing interest (each referred to as a "Buyer"). Collectively, Project Developers, Buyers, and other users are referred to as "Users."

1.2. The utilization of the Qaptur Platform is governed exclusively by the Terms and Conditions set forth herein.

1.3. In order to help make the Qaptur Platform a secure environment for all, all Users are required to accept and comply with these Terms and Conditions. Users agree that by accessing the Qaptur Platform, they have read, understood, and agree to be bound by all of these Terms & Conditions. If the User do not agree with all of these Terms and Conditions, then Users are expressly prohibited from using the Platform must discontinue the Qaptur Platform immediately.

Supplemental terms and conditions or documents that may be posted on the Qaptur Platform from time to time are hereby expressly incorporated herein by reference. Qaptur reserves the right, in its sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. Qaptur will alert Users about any changes by updating the “Last updated” date of these Terms and Conditions, and Users waive any right to receive specific notice of each such change. It is Users’ responsibility to periodically review these Terms and Conditions to stay informed of updates. Users will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by their continued use of the Qaptur Platform after the date such revised Terms and Conditons are posted.

2. Registration and Activation of the User Account

2.1 To utilize the Qaptur Platform and its features, Users must possess a fully activated User account. Activation of an account entails the following steps:

(i) user registration and submission of required information;

(ii) email address verification;

(iii) acceptance of the Platform Terms and Conditions;

(iv) successful completion of Qaptur's Know Your Customer (KYC) process.

Qaptur reserves the right to exclude Users from the Qaptur Platform at its discretion, without the obligation to provide further explanation.

Additionally, Qaptur is entitled to establish supplementary prerequisites for distinct User groups.

2.2 Registration requires Users to provide requested information on https://app.qaptur.earth, including, among other details, company name and contact person information (first name, last name, company email address).

Users must also consent to the "Terms of Service" by ticking a checkbox and confirming acceptance of the Platform Terms and Conditions by clicking "Sign Up." By doing so, Users:

(i) accept and agree to be legally bound by these Platform Terms and Conditions;

(ii) apply for the opening and activation of a User account on the Qaptur Platform;

(iii) agree to cooperate and provide all documents reasonably required by Qaptur as part of the KYC process and onboarding;

(iv) commit to identify themselves if they belong to specific user groups as outlined in Clause 5.

2.3 Users have the option to grant account access to their employees, officers, directors, and other representatives (each referred to as a "Representative").

For each Representative, a separate email address must be provided and verified to establish a distinct login. Users are responsible for ensuring that all provided email addresses are legally associated with the relevant User and/or Representative. Email address verification involves clicking on a link sent to the specified email address. Users can register new Representatives or deregister existing ones within their account, although Qaptur may impose limits on the number of Representatives per User account.

2.4 Qaptur will request specific documents from Users and conduct a Know Your Customer (KYC) process before granting an account the capability to initiate purchase requests and conduct transactions.

Required information includes, but is not limited to:

(i) Company's sector(s);

(ii) local commercial register and/or company license number;

(iii) VAT identification number;

(iv) corporate bank account;

(v) Buyer's type as described in Clause 5.

Completing the KYC process may involve submitting, among other documents, ID copies of Representatives, proof of company registration, proof of company bank account, and proof of carbon/climate/environmental commitments.

Qaptur reserves the right to request additional information, documents, evidence, and declarations at its reasonable discretion. Users are obligated to promptly inform Qaptur of any relevant changes to the provided information.

2.5 Qaptur will exercise its sole discretion to evaluate whether Project Developers' projects are suitable for listing on the Qaptur Platform before making them available. The details of collaboration between Project Developers and Qaptur are formalized in the Qaptur Partnership Contract, which can be signed electronically ("e-signature").

Buyers are required to provide information about their sector(s) during the KYC process, and Project Developers may opt not to engage with specific sectors.

2.6 Qaptur may grant purchasing capabilities to an account subject to the execution of electronic Terms and Conditions between Qaptur and the User. For commercial terms and additional services, an additional offer or order form may be necessary.

2.7 Users will be notified by email when their account becomes eligible for transactional use.

3. Qaptur Platform functions and Intellectual Property Rights

3.1 All descriptions or pricing of the Qaptur Platform are subject to change at any time without notice, at our sole discretion. Specific services and packages are subject to separate agreements between the User and Qaptur, typically formalized through an order form.

3.2 Qaptur offers support for Qaptur Platform features during its regular business hours, and support inquiries can be directed to contact@qaptur.earth.

3.3 Qaptur reserves the right to continuously develop, modify, and enhance Qaptur Platform functions. In this regard, Qaptur may alter, expand, or remove individual functions and the platform's structure as a whole or in part, provided that such changes do not significantly undermine the objectives of the Qaptur Platform.

3.4 Unless otherwise indicated, the Qaptur Platform is Qaptur’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Qaptur Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by Qaptur or licensed to Qaptur, and are protected by copyright and trademark laws and various other intellectual property rights and competition laws.

3.5 The Content and the Marks are provided on the Qaptur Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Qaptur Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

3.6 Provided that Users are eligible to use the Platform, Users granted a limited license to access and use the Qaptur Platform and to download a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

4. Use of the Qaptur Platform by the User and its Representatives

4.1 Qaptur grants the User a limited, non-exclusive right to access and use the Qaptur Platform as a Project Developer or Buyer, as agreed, subject to the terms and conditions set forth in this document and any applicable order forms. The User acknowledges that no ownership or proprietary rights in the Qaptur Platform or its contents are transferred to the User. The User shall not be entitled to receive any software or code from Qaptur.

4.2 The User agrees to utilize the Qaptur Platform strictly in accordance with Qaptur's specifications. The User shall not modify, alter, or engage in any reverse engineering or decompilation of the Qaptur Platform's source code. Any malfunctions or issues with the Qaptur Platform shall be promptly reported to Qaptur. Unless otherwise agreed, the User may grant access to the Qaptur Platform to their registered Representatives but shall refrain from sharing login credentials with unauthorized parties.

4.3 Unless expressly agreed otherwise, the User shall not access, process, or use any data on the Qaptur Platform for purposes unrelated to their authorized use of the platform. Data mining, the use of robots, or similar methods to collect or analyze data on the Qaptur Platform is strictly prohibited. The User shall not employ tracking or analytic tools on Qaptur Platform data. Furthermore, the User shall not collect, aggregate, copy, or reproduce data from other Users, projects, or the Qaptur Platform unless required for their own (potential) transactions and climate action planning.

4.4 The User and their Representatives shall ensure that any information, content, or statements posted on the Qaptur Platform comply with applicable laws, regulations, agreements with third parties, ethical standards, and intellectual property rights. Additionally, they shall refrain from violating any copyright or profession-specific regulations.

4.5 The User warrants the accuracy, completeness, and non-misleading nature of all information, statements, and documents within their account. Information must be kept up to date. Qaptur does not review all information posted by Users and assumes no responsibility for such information.

4.6 The User is responsible for ensuring that their Representatives and those acting on their behalf are legally authorized to do so. Qaptur may rely on such authorization without further investigation. The User accepts liability for any actions performed by their Representatives.

4.7 The User must safeguard their access data and passwords, refraining from disclosing them to unauthorized individuals. Regular password changes are recommended. Qaptur is not responsible for any unauthorized access or misuse of access data and passwords, unless caused by Qaptur or its Representatives. Suspicious activity should be promptly reported to Qaptur, which reserves the right to take action if suspicious behavior is detected.

4.8 Unless explicitly approved by Qaptur, the User shall not publish, deposit, or send access-restricted or password-protected content through the Qaptur Platform.

4.9 Non-Circumvention: the User commits to the following:

1. Not to engage in negotiations or finalize transactions involving Carbon Credits listed on the Qaptur Platform outside of the Qaptur Platform.
2. Not to employ any methods to bypass the transaction mechanisms provided by the Qaptur Platform or evade the associated transaction fees that would otherwise be payable to Qaptur.

For clarity, it is permissible for Project Developers to offer Carbon Credits, and for Buyers to acquire Carbon Credits, on other established intermediary platforms when these Carbon Credits are from the same project as those listed on the Qaptur Platform. However, the User is expressly prohibited from initiating or negotiating direct transactions for Carbon Credits with project developers whose projects are featured on the Qaptur Platform unless they had an existing business relationship with the project developer prior to agreeing to this Platform Terms and Conditions.

This commitment remains in effect for a duration of six (6) months following either (i) the termination of this Platform Terms and Conditions, or (ii) the User's last login on the Qaptur Platform, whichever occurs later. During this period:

• Buyers are prohibited from purchasing Carbon Credits from Project Developers outside of the Qaptur Platform if, to the best of their knowledge, these Carbon Credits are available on the Qaptur Platform.
• Project Developers must refrain from approaching any Buyers outside of the Qaptur Platform with whom they have interacted via the Qaptur Platform, without first notifying Qaptur.

Any transaction in violation of this Clause 4.9 shall be deemed as successfully executed through the Qaptur Platform, as defined in Clause 7.2, and remains subject to the relevant transaction fee (which may be invoiced to both the Buyer and the Project Developer in such instances).

These terms apply equally to all transaction types facilitated through the Qaptur Platform.

4.10 At times, Users may access third-party ratings information via the Qaptur Platform. These ratings are licensed to Qaptur by various third-party entities under terms that enable Qaptur to grant Users access to project ratings information for their internal business purposes. Users are strictly prohibited from transferring, sharing, or disclosing any ratings data or information obtained from the Qaptur Platform to third parties in exchange for valuable consideration or by any other means.

By utilizing third-party project ratings information through the Qaptur Platform, Users consent to adhere to the limitations on usage as specified and acknowledge that ratings information provided by third parties does not constitute advice or recommendations regarding the respective carbon project. Each User hereby agrees that neither Qaptur nor its third-party partners, who supply project ratings, shall bear any responsibility for any losses, expenses, costs, or liabilities incurred by Users or parties related to Users, regardless of the manner in which such losses arise, as a result of a User's decision to acquire credits or other rights, participate in, invest in, or in any way expose themselves financially to any project for which project ratings information is provided.

5. Specific User Groups

5.1 Resellers: Users intending to purchase Carbon Credits or other assets for resale to third parties (excluding affiliated companies) are required to notify Qaptur and will be identified as Resellers on the Qaptur Platform. Project Developers may choose to exclude Resellers from accessing their offers. A contractual penalty may be imposed if a User purchases for resale without being identified as a Reseller.

5.2 Consultants and Other Specific Use Cases: Users engaging in Specific Use cases, such as acting as consultants for potential Buyers or Project Developers or using the platform for informational purposes, must notify Qaptur. Separate terms may apply, and Qaptur reserves the right to change its policy regarding specific use cases. A contractual penalty may be imposed for unauthorized use in these cases.

5.3 Other Carbon Transaction Platforms: Users planning to operate their own marketplace for Carbon Credits or similar businesses must inform Qaptur and enter into a separate agreement. A contractual penalty may be imposed for unauthorized use in this category.

6. Transactions on the Qaptur marketplace

6.1 Transaction Agreement: Each transaction on the Qaptur Platform constitutes a legally binding contract between the Project Developer and the Buyer. The terms of the contract are specified in Annex 1 (Qaptur Transaction Agreement) and may be modified by Custom Deals.

The Qaptur Transaction Agreement is entered into when the Buyer clicks on any “Purchase” button (e.g. “Purchase request”, “Purchase Now”, “Purchase”, etc.) and thereby accepts the Project Developers binding offer.

6.2 Fulfillment of Transactions: Carbon Credits acquired through the Qaptur Platform can be transferred or retired, subject to the terms agreed between the Parties. Project Developers may restrict the transferability of their Carbon Credits.

6.3 Direct and Offer Transactions: Project Developers may present transactions as binding offers (Direct Transactions) or invite Buyers to request offers. The Project Developer can then provide a binding offer based on that request within a certain period which can either be accepted or rejected by the Buyer within a certain period (Offer Transactions).

The Offer-Transaction can comprise carbon credits and other transactions and include different deal types.

6.4 "Pending" Status: Carbon Credits and other offers marked as "Pending" are undergoing a purchase process and cannot be subject to other transactions or price changes until the process is completed or canceled.

6.5 Custom Deal: Qaptur may offer the Parties the opportunity to negotiate transactions based on custom terms. Qaptur maintains the authority to modify the criteria for customization.

6.6 Transaction Confirmation: Qaptur will send a "Confirmation Email" to Parties when a transaction is agreed upon via the platform. The terms in the confirmation email are binding, except when Custom Deals apply.

The Buyer and Project Developer are required to carefully examine the terms presented in the confirmation email and promptly report any discrepancies or errors within a period of 5 business days from the date of receipt.

6.7 Parties to the Qaptur Transaction Agreement: The Qaptur Transaction Agreement is exclusively entered into between the Project Developer and the Buyer. Qaptur does not assume the role of a party in transactions between Project Developers and Buyers, except in cases where Qaptur is explicitly designated as the Project Developer or Buyer. In such instances, Qaptur's involvement is confined to the specific role assigned.

Any disputes arising from transactions are to be independently resolved between the Project Developer and the Buyer. Users may reach out to Qaptur in the event of disputes via operations@Qaptur.earth.

6.8 Additional information on transaction types and subjects is provided in Annex 1. Qaptur reserves the right to offer or broker unique products and services and to introduce specific transaction terms directly via the Qaptur Platform.

7. Fees for the use of the Qaptur Platform

7.1 Project Developer Fees: Unless expressly stated otherwise and with the reservation of Qaptur's right to introduce corresponding fees, Project Developers may utilize the Qaptur Platform at no cost for listing and selling Carbon Credits and other eligible transactions.

7.2 Buyer Transaction Fee: Qaptur is authorized to collect a transaction fee from the Buyer for each transaction facilitated through the Qaptur Platform. Specifics regarding the fee and the amount are agreed between Qaptur and the User, as specified in the applicable order form. The transaction is agreed when the Buyer has accepted an offer by the Project Developer in connection with the Qaptur Platform and subsequently received a Transaction Confirmation Email.

7.3 Usage Fee: Qaptur may charge a monthly fee for the use of the Qaptur Platform. Details are governed by the order form or other agreement executed between the Parties. Cl. 7.1 remains unaffected.

7.4 Additional fees: In certain circumstances and for specific services, Qaptur and the User may agree upon additional or distinct fees, as may be outlined in an individual offer or order form. In all cases, the terms of the most recently executed offer or order form shall prevail.

7.5 Invoicing: In the absence of alternative arrangements, Qaptur will issue an invoice at the outset of the agreed-upon billing cycle (e.g., monthly or annually) for the (i) usage fees applicable to that billing cycle, and (ii) any additional fees established in accordance with specific and individual agreements. Transaction fees will be invoiced following the confirmation of the respective transaction. Further details are governed by the order form or other agreements mutually established between the contracting Parties.

8. Breaches of Obligations

8.1 Qaptur reserve the right, but not the obligation, to: (1) monitor the Qaptur Platform for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Users’ contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Qaptur Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Qaptur Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Qaptur Platform.

8.2 Qaptur will conduct investigations into specific and substantiated complaints or indications of legal violations, unlawful content, or breaches of this Platform Terms and Conditions or any Qaptur Transaction Agreement. Appropriate actions will be taken where possible, reasonable, and necessary, at Qaptur's sole discretion. Notices and complaints can be directed to contact@qaptur.earth.

8.3 The User acknowledges that they are not entitled to a refund of fees already paid or due if their account is blocked or removed for legitimate reasons.

9. Content Rights and Indemnification

9.1 The User grants Qaptur a non-exclusive, unlimited, perpetual, and royalty-free license to utilize all photos, illustrations, videos, documents, information, and content made available by them or on their behalf in connection with the Qaptur Platform and/or this Platform Terms and Conditions (collectively referred to as "Material"). This license enables Qaptur to operate, provide, and enhance the Qaptur Platform and its features, including analysis and evaluation, as well as for commercial and marketing purposes. It encompasses the right to publish, reproduce, and distribute the Material, in whole or in part (including in print materials like flyers, digital formats in presentations, on websites, and/or on social media).

Qaptur reserves the right to edit the Material and combine it with other content. Qaptur may also transfer the Material and the granted rights to its partners and customers. No fees are owed to the User for these rights.

9.2 The User represents and warrants that they hold all necessary rights and licenses to use all information and content provided or published by them in connection with the Qaptur Platform. This includes the right to make such content available to third parties, as well as the right to grant Qaptur the licenses and rights specified in Clause 9.1.

9.3 If the User becomes aware that their materials may violate applicable law or the rights of third parties, they shall promptly notify Qaptur, modify the material accordingly, and assist Qaptur in defending against third-party claims. The User shall indemnify Qaptur upon first request against any claims asserted by third parties arising from violations of the preceding clauses or Clause 4.4, or due to any misrepresentation by the User. The User shall also reimburse Qaptur upon first request for reasonable costs associated with legal action. Qaptur's other claims and rights remain unaffected.

10. Limitation of Liability

10.1 Qaptur assumes unlimited liability in cases of intent or gross negligence, for harm to life, body, or health, and in accordance with the applicable laws to these Terms and Conditions.

10.2 Liability arising from ordinary negligence shall only result in damages that were foreseeable based on the Qaptur Platform Terms and Conditions. Such liability arises only if a material obligation necessary to fulfill the purpose of this Qaptur Platform Terms and Conditions has been violated.

10.3 Liability for initial defects in the Qaptur Platform and new software functions is excluded unless the conditions of Clause 10.1 or 10.2 are met.

10.4 Qaptur is not liable for failures of the Qaptur Platform or its unavailability unless the conditions of Clause 10.1 or 10.2 are met. While Qaptur strives to ensure the availability of the Qaptur Platform on the internet to the extent feasible, complete and uninterrupted availability is technically unattainable, and disruptions may occur. In such cases, Qaptur will make reasonable efforts to rectify malfunctions within a reasonable time frame, as far as practicable, reasonable, and necessary. Qaptur bears no responsibility for Users' internet access. Planned outages and anticipated disruptions (e.g., for updates or maintenance) will be communicated with reasonable advance notice.

10.5 The limitations of liability outlined in this Clause 10 shall also apply to the personal liability of Qaptur's employees, representatives, and company bodies.

10.6 Qaptur is not obligated to back up or preserve any information or content provided by the User on the Qaptur Platform. The User is responsible for the backup of their pertinent information and business processes associated with the Qaptur Platform, along with any related data and content.

11. Privacy, Confidentiality, and Data Protection

11.1 Qaptur provides information regarding the management and safeguarding of personal data in its privacy policy, accessible through its website. Both parties acknowledge their individual responsibilities for processing personal data and ensuring compliance with relevant data protection laws, including the General Data Protection Regulation (GDPR).

11.2 Qaptur and the User mutually agree to treat all sensitive information, including pricing details, fees, technical and business data, inventions, know-how, discoveries, designs, project-related information, code, client statistics, particulars of current or prospective business partnerships, strategies, release schedules, revenue figures, business structures, workforce details, processes, and the terms of any Qaptur Transaction Agreement (collectively referred to as "Confidential Information") as strictly confidential. Both parties commit to employing security measures commensurate with those applied to their own confidential information to safeguard Confidential Information from unauthorized access.

Unless expressly authorized, Confidential Information (or any part thereof) may only be disclosed to Representatives who (i) possess a compelling need-to-know such information and (ii) are bound by professional confidentiality obligations or obligations that are, at a minimum, equivalent to those stated in this Platform Terms and Conditions or as mandated by applicable law. Confidential Information can solely be utilized for cooperation purposes between the Parties and their intended use of the Qaptur Platform.

The obligations set forth in this clause shall not be applicable to information that (i) has been legally obtained from a third party without any accompanying confidentiality obligation; (ii) is publicly accessible as of the effective date of this Platform Terms and Conditions without any breach of the terms herein; (iii) is published on the Qaptur Platform (in such instances, the provisions of this Platform Terms and Conditions, including Clause 9.1, shall be applicable); or (iv) is independently developed by either party without reliance on Confidential Information. It is mutually understood that Confidential Information is considered trade secrets, irrespective of whether adequate security measures are in place.

12. Termination of Use and Account Deletion

12.1 These Terms and Conditions shall remain in full force and effect while the User uses the Qaptur Platform. The User retains the option to discontinue their use of the Qaptur Platform at any time and to request the deletion of their account by sending an email to contact@qaptur.earth, subject to the notice periods established by the parties for terminating the Platform Terms and Conditions and any associated offer or order forms.

12.2 Upon termination of the Platform Terms and Conditions, the User may request the removal of their content from the Qaptur Platform, and Qaptur is authorized to remove User-generated content from the Qaptur Platform. Qaptur will retain and delete the User's data, information, and content in compliance with applicable legal requirements.

12.3 Should the User wish to retain their data, information, or content on the Qaptur Platform for a specific duration following the termination of their account or cessation of platform usage, the User shall promptly notify Qaptur. In such cases, the User and Qaptur shall engage in good-faith negotiations to establish a separate agreement governing this matter. In the absence of an agreement, the provisions of Clause 12.2 shall be applicable.

12.4 If we terminate or suspend a User’s account for any reason, this specific User is prohibited from registering and creating a new account under his name, a fake or borrowed name, or the name of any third party, even if this specific User may be acting on behalf of a third party. In addition to terminating or suspending the account, Qaptur reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

13. Miscellaneous

13.1 Changes to Platform Terms and Conditions

13.1.1 Amendments Without Explicit Consent

Qaptur retains the right to introduce modifications to the Platform Terms and Conditions for all or specific Users at its discretion.

Without requiring explicit consent, Qaptur may propose revisions to the Platform Terms and Conditions by notifying the affected User in written form, along with a reasonable and proportionate notice period of at least 15 days (Qaptur will provide a longer notice period if necessary to allow the User to make required technical and business adjustments). If the User does not terminate the contractual relationship or engage in negotiations with Qaptur before the end of the notice period, the proposed amendments will become effective. In cases where negotiations occur, and unless otherwise agreed, the deadline will be extended once for an additional five business days. In such instances, the parties commit to negotiating in good faith to reach a resolution. If the User does not terminate the Platform Terms and Conditions and no individual deviation is agreed upon before the end of the negotiation period, the proposed amendments shall come into effect. Termination will become effective within 15 days following receipt of the notification as per the first sentence, unless an alternative period is agreed upon between Qaptur and the User.

13.1.2 Amendments With Explicit Consent

Qaptur has the authority to make changes to these provisions subject to the User's explicit consent, provided that, in such cases, the User shall not be entitled to an extraordinary termination.

No right to terminate shall be applicable in the case of amendments that (i) are mandated by applicable law or regulation, with the User being duly informed; or (ii) do not entail economically detrimental changes for the User, such as pure clarifications or expansions of the scope of services.

13.2 In the event of any inconsistencies between the Platform Terms and Conditions as published on Qaptur's website and any signed versions, the signed versions, as amended, restated, or novated in accordance with their terms, shall take precedence over the online Platform Terms and Conditions. The Platform Terms and Conditions may be executed in either the French or English language, with the language of the signed version being the sole binding language.

13.3 Should any provision of this Platform Terms and Conditions be deemed invalid or unenforceable, in whole or in part, the validity and enforceability of all other provisions of this Platform Terms and Conditions shall remain unaffected. The parties shall substitute the invalid or unenforceable provision with a valid and enforceable provision that most closely aligns with the economic purpose pursued by the parties with the invalidated provision.

14. Governing Law

This Qaptur Platform Terms and Conditions shall be interpreted and governed in all respects by the laws of France, without giving effect to principles of conflicts of law. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.

15. Dispute resolution

The exclusive jurisdiction for all disputes arising from or in connection with this Platform Terms and Conditions is vested in the courts of Paris.

16. Disclaimer

16.1 The Qaptur Platform is provided on an as-is and as-available basis. Users agree that their use of the Qaptur Platform will be at their sole risk.

16.2 To the fullest extent permitted by law, Qaptur disclaim all warranties, express or implied, in connection with the Qaptur Platform and the use thereof, and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (3) any interruption or cessation of transmission to or from the Qaptur Platform, (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Qaptur Platform by any third party, and/or (5) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Qaptur Platform.

17. Miscellaneous

17.1 These Terms and Conditions and any policies or operating rules posted by Qaptur on the Qaptur Platform constitute the entire agreement and understanding between the Parties.

17.2 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law.

17.3 Qaptur may assign any or all of our rights and obligations to others at any time. Qaptur shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

17.4 If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.

17.5 There is no joint venture, partnership, employment or agency relationship created between The Parties as a result of these Terms and Conditions. Users agree that these Terms of Use will not be construed against us by virtue of having drafted them.

17.6 Users hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the Parties hereto to execute these Terms and Conditions.

This Qaptur Transaction Agreement ("Agreement") is entered into between the Project Developer and the Buyer, individually referred to as a "Party" and collectively as the "Parties," in accordance with Clause 6 of the Qaptur Platform Terms and Conditions.

1. Background and Purpose

1.1 By entering into this Agreement, the Buyer aims to achieve specific corporate objectives, such as achieving carbon neutrality, offsetting and compensating for (unavoidable) emissions, meeting climate strategy targets, contributing to carbon reduction efforts, and supporting biodiversity conservation actions.

1.2 In cases where the Transaction involves Carbon Credits and the Parties have not stipulated otherwise, the Carbon Credits are typically intended for offsetting the Buyer's emissions and/or the emissions of their suppliers, customers, and/or other stakeholders. Furthermore, these Carbon Credits must have been issued by an accredited standard or a standard undergoing ongoing accreditation. Importantly, once the Transaction is completed, these Carbon Credits will be removed from the Qaptur Platform and cannot be resold by the Project Developer.

2. Transaction

2.1 By executing this Agreement, the Project Developer commits to:

(i) Carrying out the agreed-upon actions in accordance with their offer on the Qaptur Platform and delivering the specified certificates, confirmations, and/or assets.

(ii) In the case of a transaction involving Carbon Credits, selling and transferring to or retiring for the Buyer the agreed-upon quantity of Carbon Credits at the agreed Price, subject to the terms established through the Qaptur Platform.

The Buyer undertakes to remunerate the Project Developer with the agreed Total Price. Collectively, these actions constitute the "Transaction."

2.2 The specific terms of the transaction will be documented on the Qatpur Platform and in the confirmation email in accordance with the the Qaptur Platform Terms and Conditions.

2.3 The standard terms and details available for typical Transactions are outlined in Attachment 1 (List of Specifics). If appropriately marked in Attachment 1 (List of Specifics) or if modifiable via the Qaptur Platform, individual parameters can be defined through a Custom Deal. In cases where a chat function is available, certain terms may also be arranged individually between the Project Developer and the Buyer via the chat function. Should the Parties reach an agreement on modified or additional provisions and specifics through the Qaptur Platform, those revised or supplementary provisions shall take precedence over the provisions stated in this Agreement.

3. Warranties and Undertakings

3.1 In cases where the Transaction involves Carbon Credits, the Project Developer warrants that:

(i) They will not assert any claims related to the Carbon Credits that could conflict with the Transaction.

(ii) The project certification is accurate and complete, and the carbon emissions will genuinely be permanently reduced as described by the Project Developer and certified by the relevant registry.

(iii) They have adhered to the procedures and requirements applicable to the relevant project's specifications and certification, as well as the resulting Carbon Credits.

(iv) All information provided, including but not limited to data regarding generated emissions, achieved emission reductions, or other project details, is accurate, complete, up-to-date, and not misleading.

(v) None of the Carbon Credits have been or will be sold, transferred, or retired in any other manner, and no "double counting" applies. This means that no Carbon Credit has been utilized to offset emissions prior to this Transaction, including within any national or public trading schemes, or has been registered in more than one Registry.

(vi) No encumbrances, interests, or third-party rights exist with regard to the Carbon Credits, apart from those contemplated in this Agreement or disclosed to the Buyer via the Qaptur Platform.

The provisions in (i)-(iv) and (vi) apply mutatis mutandis if the Transaction does not pertain to Carbon Credits.

3.2 The Project Developer warrants that all statements and information in their Qaptur Platform account relevant to the Transaction, particularly information concerning the project, the agreed-upon Carbon Credits, contributions, or other assets, and their listing, as well as any statements related to monitoring, reporting, and/or verification by a certified and independent verification contractor, are accurate, up-to-date, and not misleading. The Project Developer further warrants that they will use the Total Price in accordance with the information and terms provided by them via the Qaptur Platform.

3.3 Each Party warrants that they possess the legal authority to execute this Agreement, undertake the Transaction, and that the obligations under this Agreement are valid, binding, and enforceable in all respects.

3.4 In the case of Carbon Credits or other contributions or assets marked as "in transaction" on the Qaptur Platform, the Project Developer commits to reserving them until the Transaction has been completed.

3.5 In the event of a Spot Deal involving Carbon Credits, the Project Developer is obligated to retire or transfer (depending on the Delivery Mode) the Carbon Credits related to the Transaction. They must also upload appropriate evidence of retirement or transfer, if applicable, on the Qaptur Platform within the agreed timeframe (standard: five (5) bank working days after receiving the Confirmation Email). For other assets, contributions, or performances, the Project Developer is obliged to deliver the specified asset, confirmation, or performance in line with the agreement made between the Parties via the Qaptur Platform.

3.6 In the case of a Future Deal, the Project Developer is obliged to fulfill their obligations (depending on the asset and delivery mode) related to the Transaction within the agreed timeframe (standard: five (5) bank working days after the Fulfillment Date). If available, they should also upload appropriate proof of fulfillment on the Qaptur Platform.

3.7 Instead of retirement, if explicitly agreed, ownership of Carbon Credits can be transferred to the Buyer. In such cases, the Project Developer will transfer the Carbon Credits to the Buyer's registry account (in the case of an Escrow Transaction through Qaptur). The Buyer is responsible for providing an appropriate registry account.

3.8 Regarding the parameters open for Custom Deals, the Parties may negotiate individual agreements, as outlined in Clause 6.5 of the Qaptur Platform Terms and Conditions and Attachment 1 to this Agreement.

3.9 If the Parties opt for an Escrow Transaction involving Carbon Credits, each Party shall provide instructions to Qaptur in accordance with the Transaction based on an escrow mandate as specified in Attachment 2 ("Escrow Mandate"). They also undertake to abide by the provisions of the Escrow Mandate. If Qaptur accepts the Escrow Mandate, the Project Developer is obligated to transfer the Carbon Credits to the Qaptur registry account within the agreed timeframe (standard: five (5) bank working days after the Fulfilment Date). Qaptur will then retire or transfer the received Carbon Credits as per the Escrow Mandate's provisions.

4. Payment Terms

The Buyer shall be responsible for transferring the predetermined Total Price to the Project Developer's designated bank account in accordance with the instructions furnished by the Project Developer through the Qaptur Platform. In the event that the the Project Developer has not delineated payment terms accepted by the Buyer upon entering the Transaction, or in the absence of no alternative agreement executed via the Qaptur Platform, a standard payment period of thirty (30) calendar days shall be applicable.

5. Non-Performance / Failure to Pay

5.1 In the event that the Project Developer fails to fulfill their obligations under the Transaction, and Clause 5.2 is not applicable, they must promptly present the Buyer with an alternative performance that is equivalent to the originally agreed-upon performance. Regarding Carbon Credits, this means that substitute Carbon Credits must be of a comparable registry standard, certification, and vintage.

The Buyer must respond to the Project Developer's replacement offer within five (5) working days of receiving it. If the Buyer accepts the substitute performance offered by the Project Developer, the terms and conditions of the substitute performance shall be in line with those of the original performance. However, any documented reasonable additional costs associated with the alternative offer and performance shall be the responsibility of the Project Developer.

If the Project Developer is unable to provide an acceptable alternative offer or performance, or if, acting reasonably, the Buyer declines such an offer, the Buyer has the right to immediately terminate this Agreement. If the Project Developer fails to present a suitable alternative offer and cannot demonstrate that their failure to fulfill their obligations was not due to culpable conduct, they shall owe the Buyer reasonable compensation unless the Parties agree otherwise.

5.2 If the Project Developer fails to perform their obligations under the Transaction due to force majeure events (e.g., ex-post invalidity of credits resulting from natural disasters, pandemics, war, geopolitical events), the Parties shall engage in good faith discussions to settle the matter.

5.3 If the Buyer fails to make payment within thirty (30) days of receiving a notification from the Project Developer, the Project Developer may initiate the reversal of the Transaction to the extent possible. In the absence of an alternative agreement, the Project Developer is entitled to reasonable compensation. Clause 5.2 shall apply accordingly in cases where non-payment occurs due to force majeure.

5.4 In all cases, both Parties shall act in good faith and take all reasonable measures to mitigate potential damages to the other Party.

6. Limitation of Liability

6.1 Subject to Clause 6.2, the Parties shall only be held liable in cases of gross negligence and willful misconduct.

6.2 Liability arising from ordinary negligence shall only give rise to damages if, based on this Agreement, they were foreseeable and only if a material obligation contributing significantly to the purpose of this Agreement has been breached.

7. Fees and Taxes

7.1 Each Party is responsible for all fees, costs, and expenses associated with their account in the relevant registry for registered assets. This includes all costs related to issuance, transfer, and/or retirement.

7.2 Each Party shall pay and be responsible for their respective taxes associated with the Transaction under this Agreement in accordance with local laws. The Project Developer is obligated to provide a proper invoice to the Buyer.

8. Changes in Law

8.1 If changes in the law do not significantly impact the Project Developer's obligations (e.g., with regard to Carbon Credits covered by the Transaction) under this Agreement, the Project Developer shall be responsible for complying with those changes. If the changes have a substantial impact, either Party may terminate this Agreement.

8.2 If a change in the law prevents either the Project Developer or the Buyer from fulfilling their obligations under this Agreement, the Parties shall make good faith efforts to agree on necessary amendments. If no agreement is reached, either Party may terminate the Agreement.

9. Marketing Materials and Licenses

9.1 Upon request by the Buyer, and to the extent feasible and not already available on the Qaptur Platform, the Project Developer shall provide the Buyer with marketing materials related to the project(s) involved in the Transaction. These materials may include images, stories, facts, figures, monitoring results, and impact reports. This encompasses, as applicable, (i) project descriptions, (ii) registry links, (iii) project design documents (PDD), (iv) estimated production quantities, (v) time until carbon offset, (vi) approximate duration of carbon storage, (vii) images, (viii) logos, and (ix) sales materials. The Project Developer must promptly inform the Buyer of any changes to the provided information, alterations to the project's certification status, or significant new findings affecting the project and its methodology. Unless otherwise agreed, the Buyer and its customers retain the right to publish project-related information for marketing purposes.

9.2 The Project Developer grants the Buyer a non-exclusive, unlimited, and perpetual right to use all photos, illustrations, videos, and other documents (collectively referred to as "Material") related to the climate protection projects subject to the Transaction and made available to the Buyer by the Project Developer, for commercial and marketing purposes. This includes the right to publish, reproduce, and distribute the Material, in whole or in part (including, but not limited to, publishing the Material in print materials such as flyers, digital formats in presentations, on websites, and/or on social media). The Buyer may modify the Material and combine it with other photos or materials. The Buyer may also transfer the Material and the granted rights to their partners and end customers. No separate fee is required for these rights.

10. Miscellaneous

10.1 Clause 12.2 (Confidentiality) of the Qaptur Platform Terms and Conditions shall apply mutatis mutandis between the Parties to this Agreement, with the exception that Clause 9 remains unaffected.

10.2 This Agreement shall be governed by and construed in accordance with the laws of France.

10.3 The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement is Paris.

10.4 If any provision of this Agreement is or becomes entirely or partially invalid or unenforceable, this shall not affect the validity and enforceability of any other provisions of this Agreement. The Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that most closely aligns with the economic purpose the Parties had sought to achieve with the invalid or unenforceable provision.

10.5 For the benefit of Qaptur, the Parties confirm that Qaptur does not cover any Transaction-related costs, such as positioning or retiring credits, or creating documentation for any transaction. Unless expressly agreed otherwise, Qaptur is not a party to this Agreement.

Whereas, the Project Developer and Buyer have entered into a Transaction via the Qaptur Platform concerning certain Carbon Credits as designated in the Confirmation Email (referred to as the "Escrow Carbon Credits"). Both the Project Developer and Buyer have agreed to execute the Transaction for the Escrow Carbon Credits through Qaptur acting as their escrow agent. In doing so, they have consented to grant Qaptur an Escrow Mandate, as stipulated in Cl. 6.6 of the Qaptur Platform Terms and Conditions and Cl. 3.9 of the Qaptur Transaction Agreement.

1. Escrow Conditions

This Escrow Mandate is contingent upon the following conditions (the "Escrow Conditions"):

1.1 Qaptur acknowledges the Escrow mandate by means of a Transaction confirmation email that explicitly mentions "Escrow.”

1.2 The timing of the transfer of the Escrow Carbon Credits to the Qaptur registry account is subject to the Transaction's terms. Unless otherwise agreed, the Project Developer is obligated to transfer the Escrow Carbon Credits to the Qaptur registry account within five (5) bank working days following the agreed Fulfilment Date. Qaptur will maintain the Escrow Carbon Credits in trust for the Project Developer, with the understanding that the Project Developer can only request the return of the Escrow Carbon Credits as outlined in this Escrow Mandate.

1.3 Confirmation of Escrow Carbon Credits Receipt by Qaptur: Qaptur will notify both the Buyer and Project Developer through the Qaptur Platform and/or by email once the transfer of the Escrow Carbon Credits to its registry account has been completed and when Qaptur has received notification of the transfer.

1.4 The Project Developer is responsible for confirming to Qaptur that they have received the Total Price in their bank account. Without undue delay after the Total Price has been credited to their bank account, the Project Developer shall confirm this receipt to Qaptur and the Buyer.

If the Project Developer has not confirmed the receipt of the Total Price within a reasonable timeframe after the Buyer has made the wire payment to the Project Developer, and the Buyer can provide evidence of the wire payment through a SWIFT or other bank confirmation:

• The Buyer may report a payment issue to Qaptur.
• Qaptur will then request the Project Developer to confirm the receipt of the Total Price. If the Project Developer (i) does not respond to the request within the reasonable period set by Qaptur or (ii) fails to provide the bank confirmation as outlined in the following paragraph, Condition No. 1.4 shall be considered fulfilled.
• If the Project Developer reports a payment issue via the Qaptur Platform (i) stating that they have not received the Total Price within the specified period and (ii) provides the corresponding bank confirmation, Condition 1.4 is not considered fulfilled. In such a scenario, the Buyer and Project Developer shall collaborate to ensure that the wire payment is credited to the Project Developer's bank account or negotiate alternative payment methods.

2. Settlement

Upon Qaptur's determination that the Escrow Conditions have been met, Qaptur will maintain the Escrow Carbon Credits in trust for the Buyer and complete the Carbon Credit Transaction on behalf of the Buyer (i.e., retire or transfer the Carbon Credits in accordance with the agreed deal specifics).

3. Long Stop Date / Request for Return:

If the event that the Escrow Conditions remain unfulfilled for a period of ninty (90) days following the Fulfillment Date as mutually agreed upon by the Project Developer and Buyer, or if both the Project Developer and Buyer issue corresponding directives to Qaptur, Qaptur is hereby granted the authority to effect the retransfer of the Escrow Carbon Credits, originally transferred to the Qaptur registry account, back to the Project Developer's registry account.

4. Escrow Fees and Costs

Unless otherwise agreed, any fees and reasonably incurred costs associated with the Escrow Mandate shall be the responsibility of the Buyer.

5. Liability

Qaptur assumes no responsibility or liability for any actions, non-performance, or malperformance by the Buyer or Project Developer. The limitations of liability established for the benefit of Qaptur in the Qaptur Platform Terms and Conditions shall be applicable mutatis mutandis to this Escrow Mandate.

6. Miscellaneous

Cl. 11.2 (Confidentiality) as well as Cl. 13.3-13.5 (Miscellaneous) of the Qaptur Platform Terms and Conditions shall be applicable, mutatis mutandis, to this Escrow Mandate.